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Risk Factors
JENNIFER CONVERTIBLES INC Item 1A Risk Factors
This annual report contains certain forward-looking statements based on current expectations that involve risks and uncertainties
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risk factors set forth below and elsewhere in this report
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations
If any of these risks actually occur, our business, financial condition and operating results could be materially adversely affected
The cautionary statements made in this Annual Report on Form 10-K should be read as being applicable to all forward-looking statements wherever they appear in this Annual Report on Form 10-K 4 There is no assurance we will operate profitably
We incurred a net income (loss) of dlra5cmam220cmam000, (dlra3cmam870cmam000), and (dlra4cmam142cmam000) in the fiscal years ended August 26, 2006, August 27, 2005 and August 28, 2004, respectively
While we were profitable in the most recent fiscal year, the furniture business is cyclical and we have been impacted in the past and will continue to be affected by changes in such cycles, by losses from new stores, the overall economic and political climate, by changes in consumer preferences or demographics or unknown risks and uncertainties that may cause us to incur losses from operations
Our company could suffer from potential conflicts of interest
Potential conflicts of interest exist since Harley J Greenfield, our Chairman of the Board and Chief Executive Officer, and Edward B Seidner, our Executive Vice President, and a former director, are owed over dlra10 million by the private company, which owns, controls or licenses the private company stores
Accordingly, such persons derive substantial economic benefits from the private company
In addition, Fred Love, the co-founder of the related private company, was Mr
Greenfield’s brother-in-law
Love passed away in October 2004 and Jane Love, Mr
Greenfield’s sister, is currently acting as the interim President of the private company
Circumstances may arise in which the interest of the private company stores, of the private company or of Mr
Greenfield and Mr
Seidner will conflict with our interests
There are also numerous relationships, and have been numerous transactions, between us and the private company, including an agreement under which we warehouse and purchase merchandise for the private company, manage its stores and provide it other services
See “Certain Relationships and Related Transactions” in our Proxy Statement to be furnished in connection with our Annual Meeting of Stockholders to be held February 6, 2007, which is hereby incorporated by reference
We heavily depend on two suppliers
We purchase a significant percentage of our merchandise from Klaussner, which also manufactures furniture under the Sealy® brand name
During the fiscal year ended August 26, 2006, we purchased approximately 22prca of our merchandise from Klaussner and 62prca of our merchandise from Caye
Since a large portion of our revenues have been derived from sales of Klaussner and Caye products, the loss of these suppliers could have a material adverse impact on us until alternative sources of supply are established
Our obligations to Caye are secured by substantially all of our assets
Klaussner is also a principal stockholder and creditor of ours and owns retail stores that compete with ours
Klaussner’s and Caye’s position as significant creditors could potentially result in a temporary or permanent loss of our principal supply of merchandise, if, for example, Klaussner and Caye halted supply because we defaulted on or were late in making our payments to them
See “Certain Relationships and Related Transactions” in our Proxy Statement to be furnished in connection with our Annual Meeting of Stockholders to be held February 6, 2007, which is hereby incorporated by reference
The cyclical nature of the furniture industry poses risks to us from prolonged economic downturn
The furniture industry has been historically cyclical, fluctuating with general economic cycles
During economic downturns, the furniture industry tends to experience longer periods of recession and greater declines than the general economy
Competition in the furniture industry could cost us sales and cause us to reduce prices
The retail sofabed business is highly competitive and includes competition from traditional furniture retailers and department stores as well as numerous discount furniture outlets
Our stores may face sharp price-cutting, as well as imitation and other forms of competition, and we cannot prevent or restrain others from utilizing a similar marketing format
Although we are the largest sofabed specialty retail dealer in the United States, many of our competitors have considerably greater financial resources
A number of our store leases are month-to-month and accordingly the stores may need to halt operations on short notice
A number of our store leases are month-to-month
Accordingly, if, at the end of a monthly lease period, we are unable to negotiate favorable terms for the new lease period or unable to renew such lease, we may need to halt operations at such location on short notice, which may have a material adverse effect on our results of operations
We may have difficulty obtaining additional financing
Our ability to expand and support our business may depend upon our ability to obtain additional financing
We may have difficulty obtaining debt or equity financing
We are currently a party to a Credit Agreement and a Security Agreement with Caye (the “Caye Credit Facility”), pursuant to which Caye agreed to provide us with dlra11dtta5 million of debt financing
Effective August 24, 2006 through September 8, 2006, Caye consented to temporarily increase the credit facility from dlra11dtta5 million to dlra12dtta5 million
As of August 26, 2006, we owed Caye approximately dlra12cmam335cmam000
Most of our assets are pledged to Caye as security for the amounts we owe under the Caye Credit Facility
From time to time, our financial position has made it difficult for us to obtain third party consumer financing
Inability to secure such financing may adversely affect sales
5 Substantially all of our assets have been pledged to Caye pursuant to our credit facility
Pursuant to the terms of the Caye Credit Facility, substantially all of our assets have been pledged to Caye as security for any amounts we owe under the Caye Credit Facility
In the event of any bankruptcy, liquidation, dissolution, reorganization or similar proceeding against us, the assets that are pledged as collateral securing any unpaid amounts must first be used to pay such amounts, as well as any other obligation secured by the pledged assets pursuant to the terms of the Caye Credit Facility, in full, before making any distributions to stockholders
In such event, you could lose all or a part of your investment
Harley J Greenfield and current management are likely to retain control
As of November 17, 2006, Harley J Greenfield, our Chairman of the Board and Chief Executive Officer and principal stockholder, beneficially owns approximately 19dtta7prca of our outstanding shares of common stock
Approximately 38dtta3prca of the outstanding common stock is beneficially owned by all officers and directors as a group, including Messrs
Greenfield and Seidner
Since the holders of our common stock do not have cumulative voting rights, such officers’ and directors’ ownership of our common stock will likely enable them to exercise significant influence in matters such as the election of our directors and other matters submitted for stockholder approval
Also, the relationship of such persons to the private company could serve to perpetuate management’s control in light of the private company’s relationship to us
Our future success depends heavily on two executives
Our future success will depend substantially upon the abilities of Harley J Greenfield, our Chairman of the Board and Chief Executive Officer and one of our principal stockholders, as well as Rami Abada, our President, Chief Operating Officer and Chief Financial Officer
Greenfield’s and/or Mr
Abada’s services could materially adversely affect our business and our prospects for the future
We do not have key man insurance on the lives of such individuals
We are prohibited from paying dividends on common stock
Under the terms of the Caye Credit Facility, we are prohibited from paying any dividends on our common stock
We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future
We have a temporary exemption from the American Stock Exchange listing requirements and failure to meet our plan of compliance could result in the delisting of our common stock
On January 5, 2006, we received a letter from the American Stock Exchange (the “Exchange”) advising us that we were not in compliance with the Exchange’s requirements for continued listing
Among other things, the Exchange requires a minimum shareholder’s equity of dlra4 million
As of November 26, 2005, our shareholder’s equity was dlra81cmam000
Accordingly, in order to maintain the continued listing of our stock, we were required to submit a plan of compliance (the “Plan”) to the Exchange demonstrating that we would be in compliance with all of the Exchange’s requirements for continued listing within 18 months of the January 5, 2006 notice letter (the “Plan Period”)
We submitted the Plan to the Exchange on February 3, 2006
On March 1, 2006, we received a letter from the Exchange advising us that the Exchange had reviewed and approved the Plan and that our listing on the Exchange was being continued pursuant to an extension
However, the Exchange noted that it would continue to review us periodically for compliance with the Plan and, if we do not show progress consistent with the Plan, the Exchange may immediately commence delisting proceedings
As of August 26, 2006, our stockholder’s equity was dlra5cmam559cmam000
While we believe that we will demonstrate adequate progress consistent with the Plan to the satisfaction of the Exchange during the Plan Period and achieve the required compliance with the Exchange’s continued listing standards by the end of the Plan Period to remain listed on the Exchange, there can be no assurance that we will